SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
       DIVISION OF
CORPORATION FINANCE

  Mail Stop 3561          November 3, 2009  Mr. Richard B. Cribbs   Chief Financial Officer COVENANT TRANSPORTATION GROUP, INC. 400 Birmingham Highway Chattanooga, Tennessee  37419
 Re: Covenant Transportation Group, Inc.
  Form 10-K for the year ended December 31, 2008
Filed March 31, 2009
  File No. 0-24960
Dear Mr. Cribbs:

We have reviewed your filing and have the following comments.  We think you
should revise your document in future filings  in response to these comments.  If you
disagree, we will consider your explanation as to why our comment is inapplicable or a
revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some
of our comments, we may ask you to provide us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond with in ten (10) business days.

Mr. Richard B. Cribbs
Covenant Transportation Group, Inc.
November 3, 2009 Page 2

Forms 10-K (Fiscal Year  Ended December 31, 2008)
 Management’s Discussion and Analysis

 Recent Results and Year-End Financial Condition, page 21

 1. Refer to your narrative discussion and ta ble disclosure of the non-GAAP measure
of net loss, without the impairment charge s, and related loss per share.  Please
delete this and any other references of non-GAAP financial measures from filed documents such as your Forms 10-K a nd 10-Q.  You may choose instead, for
example, to discuss and disclose the dolla r (or percentage) impact the impairment
charges had on (or contribut ed to) your GAAP results  of operations, without
presenting such non-GAAP totals that excl uded these charges.  Please revise in
future filings.  We do not accept non-GAAP financial measures with titles or
descriptions confusingly similar to titles  or descriptions used for GAAP financial
measures, including “Non-GAAP Basi s Net Loss Excluding Impairment
Charges.”
 Note 1. Summary of Significant Accounting Policies, page 49

2. Refer to your discussion of “Segment Info rmation” on page 53.  We note that you
have elected to aggregate the results of  your reporting segments in fiscal 2007 and
2008.  We have reviewed your support for this presentation, as provided in your
response letter dated August 16, 2005.  In view of your current structure and
activities, including the acqui sition of Star in fiscal 2006, we are not persuaded
that your current presentation of a singl e reporting segment (or the two reporting
segments presented in your subsequent Form  10-Q) is appropriate.  It appears to
us that the presentation of separate information may provide useful information to
investors.  Please address whether and how each of your three nonbrokerage
subsidiaries has similar operating charact eristics and, if you believe that they do,
provide numerical support for your conclu sion.  In addition, please address their
similarity in the five relevant areas (s uch as products and processes, type of
customer, methods used to provide services etc.).  Finally, plea se provide us with
a copy of the most recent operating resu lts and/or reports used by your chief
operating decision maker to make decisions about resources to be allocated and to
assess performance.  We may have further comments upon review of your
response.

Mr. Richard B. Cribbs
Covenant Transportation Group, Inc.
November 3, 2009
Page 3

Form 10-Q for Quarter Ended June 30, 2009

Liquidity and Capital Resources, page 24
3. On an ongoing basis, as applicable, pleas e discuss the business reasons for, and
the implications of, your working capital deficit.

* * * * *
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.   You may contact Beverly A. Singleton, Staff Accountant, at  (202) 551-3328 or
Margery E. Reich, Senior St aff Accountant, at (202) 551-3347 if you have questions
regarding comments on the financia l statements and related matte rs.  Please contact me at
(202) 551-3211 with any other questions.          S i n c e r e l y ,
   David R. Humphrey Branch Chief